Exhibit 10.19


 


ASSIGNMENT OF PURCHASE AND SALE


AGREEMENT


 


THIS ASSIGNMENT OF
PURCHASE AND SALE AGREEMENT (this “Assignment”) is made this 1st day of December, 2016, by and between BLUEROCK
REAL ESTATE, LLC, a Delaware limited liability company (“Assignor”); and BR ROSWELL, LLC, a Delaware
limited liability company (“Assignee”).


 


RECITALS:


 


1.          Bluerock
Real Estate, LLC, a Delaware limited liability company (“Bluerock”), entered into that certain Purchase and Sale Agreement
dated September 15, 2016 (as from time to time amended, the “Purchase Agreement”) with GGT LMI CITY WALK GA,
LLC, a Delaware limited liability company (“Seller”), with respect to the real property and improvements located
at 3000 Forrest Walk, Roswell, Georgia, commonly known as “Roswell City Walk” (the “Property”),
all as more particularly described in the Purchase Agreement.


 


2.          Assignor
has the right to assign all its right, title, and interest in, to, and under the Purchase Agreement to Assignee as provided in
this Assignment. Assignee is an affiliate of Assignor.


 


3.          Assignor
now desires to assign all its right, title, and interest as “Purchaser” under the Purchase Agreement to Assignee, and
Assignee desires to assume all of Assignor’s right, title, and interests as Purchaser under the Purchase Agreement.


 


ASSIGNMENT:


 


NOW THEREFORE, in consideration
of the mutual covenants contained in this Assignment, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:


 


1.          Incorporation
of Recitals. The foregoing Recitals are incorporated herein and by this reference made a part hereof. All capitalized terms
set forth herein shall have the meanings ascribed to such terms in the Purchase Agreement unless otherwise defined herein.


 


2.          Transfer;
Assignment and Designation; Assumption. Assignor hereby sells, transfers, assigns, delivers and conveys to Assignee, its
successors and assigns, and Assignee hereby accepts from Assignor, all right, title and interest of Assignor in, to and under the
Purchase Agreement. Assignee hereby assumes all of the obligations of the “Purchaser” under the Purchase Agreement.
Assignor agrees to indemnify, defend and hold Assignee harmless with respect to all claims accruing under the Purchase Agreement
prior to the date hereof. Assignee agrees to indemnify, defend and hold Assignor harmless with respect to all claims accruing under
the Purchase Agreement from and after the date hereof.


 




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3.          Governing
Law. This Assignment shall be construed and enforced in accordance with and governed by the same law that governs the Purchase
Agreement, without regard to the principles of conflicts of law.


 


4.          Binding
Effect. This Assignment shall be binding upon the parties hereto and their respective successors and assigns and shall
inure to the benefit of the parties hereto.


 


5.          Counterparts.
This Assignment may be executed in any number of counterparts and it shall be sufficient that the signature of each party appear
on one or more such counterparts. All counterparts shall collectively constitute a single agreement. Signatures to this Assignment
transmitted by facsimile or electronic mail shall be treated as originals in all respects.


 


[SIGNATURES FOLLOW]


 




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WITNESS the following signatures:


 


	ASSIGNOR:	BLUEROCK REAL ESTATE, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jordan Ruddy
	 	 	Jordan Ruddy, Authorized Signatory


 


	ASSIGNEE:	BR ROSWELL, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jordan Ruddy
	 	 	Jordan Ruddy, Authorized Signatory


 




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